ADNOC Distribution has signed a definitive agreement to acquire 100% of Shell Downstream South Africa from Shell South Africa Holdings at an implied enterprise value of approximately USD 1 billion, subject to regulatory approvals and expected to close in 2027.
Following completion, ADNOC Distribution will sell a 28% stake to a local empowerment partner and an Employee Stock Option Plan, retaining a 72% majority interest. The company will also enter a long-term brand licensing agreement preserving the Shell brand across SDSA's retail service station network and lubricants business.
The transaction is expected to deliver 6% EPS accretion in the first full year post-completion, with analysts estimating a 13% EBITDA contribution and potential upside of 2–3% additional EBITDA growth from operational synergies.
The deal extends ADNOC Distribution's Africa strategy, following its Saudi Arabia expansion in 2018 and the acquisition of a 50% stake in TotalEnergies Marketing Egypt in 2023. BofA Securities advised on the transaction.
Gulf Economist Staff Writer
